SecProbe.io

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 CORRESP

 Verrica Pharmaceuticals Inc.
 44 W. Gay St. Suite 400
 West Chester, PA 19380 December 19,
2025 VIA EDGAR Division of Corporation
Finance Office of Technology United States Securities and
Exchange Commission 100 F Street, N.E. Washington, D.C.
20549

 RE:
 Verrica Pharmaceuticals Inc.
 Registration Statement on Form S-3
 File No. 333-292140
 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities
Exchange Act of 1933, as amended, Verrica Pharmaceuticals Inc. (the “ Registrant ”) hereby requests that the U.S. Securities and Exchange Commission (the “ Commission ”) take appropriate action to cause the
above-referenced Registration Statement on Form S-3 to become effective on December 23, 2025, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the
Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of Mark Ballantyne and Divakar Gupta of Cooley LLP, counsel to the Registrant, to make such request on its behalf.
 Once the Registration Statement has been declared effective, please orally confirm that event with Mark Ballantyne at (703) 456-8084, or in his absence, Divakar Gupta of Cooley LLP, counsel to the Registrant, at (212) 479-6474.

 Very truly yours,

 VERRICA PHARMACEUTICALS INC.

 By:

 /s/ David Zawitz

 Name:

 David Zawitz

 Title:

 Chief Operating Officer

 cc:
 Mark Ballantyne, Cooley LLP
 Divakar Gupta, Cooley LLP

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 V ERRICA P HARMACEUTICALS I NC .
 44 W. Gay St., Suite 400 West
Chester, PA, 19380 March 21, 2025 Via
EDGAR U.S. Securities and Exchange Commission Division of
Corporation Finance 100 F Street, N.E. Washington, D.C.
20549 Attn: Jason Drory

 Re:
 Verrica Pharmaceuticals Inc.
 Registration Statement on Form S-3 (File
 No. 333-285719) Request for Acceleration of Effective Date
 Ladies and Gentlemen: In accordance with Rule 461 under the
Securities Act of 1933, as amended, the undersigned registrant (the “ Registrant ”) hereby requests that the Securities and Exchange Commission (the “ Commission ”) take appropriate action to cause the
above-referenced Registration Statement on Form S-3 (File No. 333-285719) (the “ Registration Statement ”) to become effective on
March 25, 2025, at 4:00 p.m. Eastern Time, or as soon thereafter as is practicable, or at such other time as the Registrant or its legal counsel, Cooley LLP, may request by telephone to the staff of the Commission. The Registrant hereby
authorizes each of Mark Ballantyne and Asheley Walker of Cooley LLP to make such a request on its behalf. Once the Registration Statement has been
declared effective, please confirm that event with Mark Ballantyne of Cooley LLP, counsel to the Registrant, at (703) 456-8084 or mballantyne@cooley.com, or in his absence, Asheley Walker at (202) 842-7856 or awalker@cooley.com. [Signature page follows]

 Very truly yours,

 Verrica Pharmaceuticals Inc.

 By:

 /s/ John J. Kirby

 John J. Kirby

 Interim Chief Financial Officer

 cc:
 Jayson Rieger, Verrica Pharmaceuticals Inc.
 Christopher Hayes, Verrica Pharmaceuticals Inc.
 Mark Ballantyne, Cooley LLP
 Darren DeStefano, Cooley LLP
 Asheley Walker, Cooley LLP
 Signature Page to Company Acceleration Request – S-3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 17, 2025

Jayson Rieger
President and Chief Executive Officer
Verrica Pharmaceuticals Inc.
44 W. Gay St., Suite 400
West Chester, PA 19380

 Re: Verrica Pharmaceuticals Inc.
 Registration Statement on Form S-3
 Filed March 11, 2025
 File No. 333-285719
Dear Jayson Rieger:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jason Drory at 202-551-8342 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Asheley Walker
</TEXT>
</DOCUMENT>

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 December 15, 2022

 VIA
EDGAR

 Ada D. Sarmento

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
 Verrica Pharmaceuticals Inc.

Registration Statement on Form S-3 (File
No. 333-268229)

 Request for Acceleration of Effective Date

Acceleration Request

Requested Date:                 Monday, December 19,
2022

 Requested Time:                8:00 a.m.
Eastern Time

 Dear Ms. Sarmento:

 In accordance
with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced
Registration Statement on Form S-3 (File No. 333-268229) (the “Registration Statement”) to become effective on December 19, 2022, at
8:00 a.m. Eastern Time, or as soon thereafter as is practicable.

 Once the Registration Statement has been declared effective, please orally confirm that
event with Mark Ballantyne of Cooley LLP, counsel to the Registrant, at (703) 456-8084, or in his absence, Andrew Durand at (202) 776-2069.

 Very truly yours,

 Verrica Pharmaceuticals Inc.

By:

/s/ P. Terence Kohler Jr.

P. Terence Kohler Jr.

Chief Financial Officer

United States securities and exchange commission logo
November 29, 2022
Terry Kohler
Chief Financial Officer
Verrica Pharmaceuticals Inc.
44 West Gay Street, Suite 400
West Chester, PA 19380
Re:Verrica Pharmaceuticals Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 2, 2022
File No. 001-38529
Dear Terry Kohler:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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 Mark Ballantyne

 T: +1
703 456 8084

 mballantyne@cooley.com

 VIA
EDGAR

 November 18, 2022

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Life
Sciences

 100 F Street, N.E.

 Washington, DC 20549

Attn:
 Lynn Dicker

Kevin Kuhar

Re:
 Verrica Pharmaceuticals Inc.

Form 10-K for the fiscal year ended December 31, 2021

Filed March 2, 2022

File No. 001-38529

Dear Ms. Dicker and Mr. Kuhar:

 On
behalf of our client, Verrica Pharmaceuticals Inc. (the “Company”), we are responding to the comment from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange
Commission (the “Commission”) contained in its letter dated November 8, 2022 (the “Comment Letter”), relating to the above referenced Form 10-K for the
fiscal year ended December 31, 2021 (the “2021 Form 10-K”). In response to the comments contained in the Comment Letter (the “Comments”), we are submitting
this response letter on behalf of the Company.

 Set forth below are the Company’s responses to the Comments. For your convenience,
the Comments are reprinted below in italics, followed by the Company’s response.

 Form 10-K for the Fiscal
Year Ended December 31, 2021

 Management’s Discussion and Analysis

Research and Development Expenses, page 82

1.
 Given the importance of research and development expenses to your business model and the multiple product
candidates under development, please revise future filings to disclose costs by product candidate as well as by the nature of expense for each period presented. To the extent that you do not track expenses by product candidate, please disclose as
such.

 In response to the Staff’s comment, the Company proposes to add in its future filings, beginning with
the Form 10-K for the year ending December 31, 2022, disclosure consistent with the proposed disclosure set forth on Annex A to this letter for as long as research and development expenses continue
to represent a significant portion of the Company’s total expenses. The Company anticipates that the proposed disclosure would be included in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of
Operations under the caption “Results of Operations for the Years Ended December 31, 2022 and 2021—Research and Development Expenses.”

 Cooley
LLP    Reston Town Center    11951 Freedom Drive    14th Floor    Reston, VA    20190-5656

t: +1 703 456 8000  f: +1 703 456 8100  cooley.com

 November 18, 2022

 Page Two

 Item 9A. Controls and Procedures

Managements Report on Internal Control Over Financial Reporting, page 113

2.
 We note the disclosure that you performed an assessment of your internal control over financial reporting as
of December 31, 2021, however, you did not clearly disclose your management’s conclusion. Please tell us and revise future filings to disclose management’s conclusion on whether or not your internal controls were
effective at the end of the period. Refer to the guidance in Item 308(a)(3) of Regulation S-K. Please also note that Item 308 of Regulation S-K is an annual assessment
and is not required for interim periods.

 In response to the Staff’s comment, the Company advises the Staff
that management conducted an assessment of the Company’s internal control over financial reporting based on the framework established in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission in Internal
Control—Integrated Framework. Based on the assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2021 to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.

 In
addition, the Company will disclose in future annual reports, beginning with the Annual Report on Form 10-K for the year ending December 31, 2022, management’s conclusion on whether or not the
Company’s internal controls were effective at the end of the period, per the guidance in Item 308(a)(3) of Regulation S-K.

* * * *

 Please direct any
questions or further comments concerning the 2021 Form 10-K or this response letter to either the undersigned at (703) 456-8084, Darren DeStefano at (703) 456-8034 or Andrew Durand at (202) 776-2069.

Sincerely,

 /s/ Mark Ballantyne

Mark Ballantyne

cc:
 P. Terence Kohler Jr., Verrica Pharmaceuticals Inc.

Christopher Hayes, Verrica Pharmaceuticals Inc.

Darren DeStefano, Cooley LLP

Andrew Durand, Cooley LLP

 Cooley
LLP    Reston Town Center    11951 Freedom Drive    14th Floor    Reston, VA    20190-5656

t: +1 703 456 8000  f: +1 703 456 8100  cooley.com

 November 18, 2022

 Page Three

 ANNEX A

The following tables summarize our research and development expense by product candidate or, for unallocated expenses, by type for the years
ended December 31, 2022 and 2021:

Year Ended December 31,

Change

(dollars in thousands)

2022

2021

 VP-102

$

$

$

 VP-103

VP-LTX-315

 Stock-based compensation

 Other unallocated expenses

 Research and development expense

$

$

$

 Cooley
LLP    Reston Town Center    11951 Freedom Drive    14th Floor    Reston, VA    20190-5656

t: +1 703 456 8000  f: +1 703 456 8100  cooley.com

United States securities and exchange commission logo
November 14, 2022
Ted White
Chief Executive Officer
Verrica Pharmaceuticals Inc.
44 W. Gay St., Suite 400
West Chester, PA 19380
Re:Verrica Pharmaceuticals Inc.
Registration Statement on Form S-3
Filed November 7, 2022
File No. 333-268229
Dear Ted White:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ada D. Sarmento at 202-551-3798 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mark Ballantyne, Esq.

United States securities and exchange commission logo
November 8, 2022
Terry Kohler
Chief Financial Officer
Verrica Pharmaceuticals Inc.
44 West Gay Street, Suite 400
West Chester, PA 19380
Re:Verrica Pharmaceuticals Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 2, 2022
File No. 001-38529
Dear Terry Kohler:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
Management's Discussion and Analysis
Research and Development Expenses, page 82
1.Given the importance of research and development expenses to your business model and
the multiple product candidates under development, please revise future filings to disclose
costs by product candidate as well as by the nature of expense for each period presented.
To the extent that you do not track expenses by product candidate, please disclose as such.
Item 9A. Controls and Procedures
Managements Report on Internal Control Over Financial Reporting, page 113
2.We note the disclosure that you performed an assessment of your internal control over
financial reporting as of December 31, 2021, however, you did not clearly disclose your
management’s conclusion. Please tell us and revise future filings to disclose
management's conclusion on whether or not your internal controls were effective at the

 FirstName LastNameTerry Kohler
 Comapany NameVerrica Pharmaceuticals Inc.
 November 8, 2022 Page 2
 FirstName LastName
Terry Kohler
Verrica Pharmaceuticals Inc.
November 8, 2022
Page 2
end of the period. Refer to the guidance in Item 308(a)(3) of Regulation S-K. Please also
note that Item 308 of Regulation S-K is an annual assessment and is not required for
interim periods.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Lynn Dicker at (202) 551-3616 or Kevin Kuhar, Accounting Branch
Chief, at (202) 551-3662 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

March 23, 2020
Ted White
Chief Executive Officer
Verrica Pharmaceuticals Inc.
10 North High Street, Suite 200
West Chester, PA 19380
Re:Verrica Pharmaceuticals Inc.
Registration Statement on Form S-3
Filed March 13, 2020
File No. 333-237171
Dear Mr. White:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ada D. Sarmento at 202-551-3798 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Darren K. DeStefano, Esq.

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 March 23, 2020

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attn:    Ada Sarmento

Re:
 Verrica Pharmaceuticals Inc. (the “Company”)

Registration Statement on Form S-3

Filed: March 13, 2020

File No. 333-237171

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, the Company hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement to become
effective at 4:30 p.m. Eastern Time on March 25, 2020 or as soon thereafter as is practicable, or at such later time as the Registrant may orally request via telephone call to the staff. The Registrant hereby authorizes each of Darren
DeStefano, Mark Ballantyne and Jason Drory of Cooley LLP to make such request on its behalf.

 Once the above-referenced Registration
Statement has been declared effective, please orally confirm that event with Darren DeStefano of Cooley LLP at (703) 456-8034, or in his absence, Mark Ballantyne of Cooley LLP at (703) 456-8084.

Very truly yours,

Verrica Pharmaceuticals Inc.

By:

 /s/ A. Brian Davis

A. Brian Davis

Chief Financial Officer

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 10 North High Street, Suite 200

 West Chester,
PA 19380

VIA EDGAR

 June 12, 2018

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Mail Stop 4546

Washington, D.C. 20549

Attn:
Ms. Christine Westbrook

 Ms. Irene Paik

Ms. Bonnie Baynes

Ms. Angela Connell

Re:
Verrica Pharmaceuticals Inc.

 Registration Statement on Form S-1

 File No. 333-225104

Acceleration Request

Requested Date:

Thursday, June 14, 2018

Requested Time:

4:00 P.M. Eastern Time

 Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the
“Registrant”) hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-1 (File No. 333-225104) (the “Registration Statement”) to become effective on June 14, 2018, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable, or at such later time as
the Registrant or its counsel may orally request via telephone call to the staff.

 Once the Registration Statement has been declared
effective, please orally confirm that event with Darren K. DeStefano of Cooley LLP, counsel to the Registrant, at (703) 456-8034, Divakar Gupta of Cooley LLP at (212)
479-6474, or Donald Shum of Cooley LLP at (212) 479-6529.

 Very truly yours,

Verrica Pharmaceuticals Inc.

By:

/s/ Ted White

Ted White

President and Chief Executive Officer

cc:
Ted White, Verrica Pharmaceuticals Inc.

 Chris Degnan, Verrica Pharmaceuticals Inc.

Divakar Gupta, Cooley LLP

 Brent
Siler, Cooley LLP

 Nathan Ajiashvili, Latham & Watkins LLP

CORRESP
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 June 12, 2018

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
Ms. Christine Westbrook

Ms. Irene Paik

Ms. Bonnie Baynes

Ms. Angela Connell

Re:
Verrica Pharmaceuticals Inc. (the “Company”)

Registration Statement on Form S-1

File No. 333-225104

Acceleration Request

Requested Date:        Thursday, June 14, 2018

Requested Time:       4:00 p.m. Eastern Time

  Ladies and
Gentlemen:

  As representatives of the several underwriters of the Company’s proposed initial public offering, we hereby join the
Company’s request that the effective date of the above-referenced Registration Statement be accelerated so that the above-referenced Registration Statement will be declared effective at 4:00 p.m., Eastern Time, on June 14, 2018, or as
soon thereafter as is practicable.

  Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange
Commission under the Securities Act of 1933, as amended, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus, dated June 5, 2018, through the date hereof:

Preliminary Prospectus dated June 5, 2018:

538 copies to prospective underwriters, institutional investors, dealers and others

The undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters and
dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of Page Intentionally Left Blank]

 Very truly yours,

As representatives of the several underwriters

 MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED

By:

/s/ Richard A. Diaz

 Name:  Richard A. Diaz

 Title:   Authorized Signatory

JEFFERIES LLC

By:

/s/ Matthew Kim

 Name:  Matthew Kim

 Title:   Managing Director

COWEN AND COMPANY, LLC

By:

/s/ James Streator

 Name:  James Streator, III

 Title:   Managing Director

 [Signature Page to Underwriter Acceleration Request]

June 4, 2018
Ted White
Chief Executive Officer and President
Verrica Pharmaceuticals Inc.
200 Garrett Street, Suite S
Charlottesville, VA 22902
Re:Verrica Pharmaceuticals Inc.
Registration Statement on Form S-1
Filed May 22, 2018
File No. 333-225104
Dear Mr. White:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to the comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 26, 2018 letter.
Registration Statement on Form S-1 filed on May 22, 2018
Risk Factors
Our amended and restated certificate of incorporation provides that the Court of Chancery of the
State of Delaware is the exclusive forum..., page 59
1.We note your revised disclosure that under your amended and restated certificate of
incorporation, the U.S. federal district courts will be the exclusive forum for resolving any
complaint asserting a cause of action arising under the Securities Act. Please expand your
disclosure to discuss the risks associated with such provision.

 FirstName LastNameTed White
 Comapany NameVerrica Pharmaceuticals Inc.
 June 4, 2018 Page 2
 FirstName LastName
Ted White
Verrica Pharmaceuticals Inc.
June 4, 2018
Page 2
            You may contact Bonnie Baynes at (202) 551-4924  or Angela Connell at (202) 551-
3426 if you have questions regarding comments on the financial statements and related
matters.  Please contact Christine Westbrook at (202) 551-5019 or Irene Paik at (202) 551-
6553 with any other questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Divakar Gupta, Esq.

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 Divakar Gupta

(212) 479-6474

dgupta@cooley.com

VIA EDGAR

 June 5, 2018

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Mail Stop 4546

Washington, D.C. 20549

Attn:
Ms. Christine Westbrook

 Ms. Irene Paik

Ms. Bonnie Baynes

Ms. Angela Connell

Re:
Verrica Pharmaceuticals Inc.

 Amendment No. 1 to Registration Statement on Form S-1

 Filed June 5, 2018

File No. 333-225104

Ladies and Gentlemen:

 On behalf of our client, Verrica
Pharmaceuticals Inc. (the “Company”), we are responding to the comments (the “Comments”) of the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) contained in its letters dated April 26, 2018 and June 4, 2018 (the “Comment Letters”), relating to the Confidential Draft Registration Statement on Form S-1 submitted on March 30, 2018 and the Registration Statement on Form S-1 filed May 22, 2018. In response to the Comments set forth in the Comment Letters, the
Company has revised the Registration Statement and is filing via EDGAR an amendment to the Registration Statement (the “Amended Registration Statement”) together with this response letter. For the Staff’s reference, we
are also delivering both a clean copy of the Amended Registration Statement and a copy marked to show all changes from the Registration Statement previously filed on May 22, 2018.

Set forth below are the Company’s responses to the Comments. The numbering of the paragraphs below corresponds to the numbering of the Comments, which
for your convenience we have incorporated into this response letter. Page references in the text of this response letter correspond to the page numbers of the Amended Registration Statement. Capitalized terms used but not defined herein are used
herein as defined in the Amended Registration Statement.

 Comment Letter dated April 26, 2018

Use of Proceeds, page 62

 June 5, 2018

 Page 2

6.
It appears from your disclosure that the proceeds from the offering will not be sufficient to fund development of your product candidates other than VP-102 for the treatment of
molloscum through regulatory approval and commercialization. Please indicate how far the proceeds from the offering will allow you to proceed with the continued development of each of your product candidates. Please also disclose the sources of
other funds needed to reach regulatory approval and commercialization for each product candidate. Refer to Instruction 3 to Item 504 of Regulation S-K.

Response to Comment 6

In response to the Staff’s comment, which the Company had responded to in part in a letter dated May 2, 2018, the Company has
further revised the disclosure on page 63 of the Amended Registration Statement.

 Comment Letter dated June 4, 2018

Risk Factors, page 59

1.
We note your revised disclosure that under your amended and restated certificate of incorporation, the U.S. federal district courts will be the exclusive forum for resolving any complaint asserting a cause of action
arising under the Securities Act. Please expand your disclosure to discuss the risks associated with such provision.

Response to Comment 1

In response to the Staff’s comment, the Company has added disclosure on page 59 of the Amended Registration Statement.

*    *    *    *

 Please direct any questions or comments concerning the Amended Registration Statement or this response letter to either the
undersigned at (212) 479-6474 or Darren DeStefano at (703) 456-8034.

Very truly yours,

/s/ Divakar Gupta

Divakar Gupta

cc:
Ted White, Verrica Pharmaceuticals Inc.

 Chris Degnan, Verrica
Pharmaceuticals Inc.

 Darren DeStefano, Cooley LLP

Mark Ballantyne, Cooley LLP

Nathan Ajiashvili, Latham & Watkins LLP

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 *FOIA Confidential
Treatment Request*

 Confidential Treatment Requested by

Verrica Pharmaceuticals Inc. in connection

with Registration Statement on Form S-1

(File No. 333-225104)

 May 29, 2018

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Mail Stop 4546

Washington, D.C. 20549

Attn:
Ms. Christine Westbrook

Ms. Irene Paik

Ms. Bonnie Baynes

Ms. Angela Connell

RE:
Verrica Pharmaceuticals Inc.

Registration Statement on Form S-1

File No. 333-225104

 Ladies and Gentlemen:

On behalf of Verrica Pharmaceuticals Inc. (the “Company”), in response to comments from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated April 26, 2018 (the “Comment Letter”) relating to the Company’s
Registration Statement on Form S-1, originally confidentially submitted with the Commission on March 30, 2018 and subsequently filed by the Company with the Commission on May 22, 2018 (File No. 333-225104) (the “Registration Statement”), we submit this supplemental letter to further address comment 8 of the Comment Letter.

Because of the commercially sensitive nature of information contained herein, this submission is accompanied by the Company’s request for
confidential treatment for selected portions of this letter. The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request, pursuant to Rule 83
of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office of Freedom of Information and Privacy Act Operations, as well as
a copy of this correspondence, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

For the convenience of the Staff, we have recited the prior comment from the Staff in italicized type and have followed the comment with the
Company’s response.

 8.    Once you have an estimated offering price or range, please explain to us the reasons
for any differences between the recent valuations of your common stock leading up to the initial public offer and the estimated offering price. This information will help facilitate our review of your accounting for equity issuances including stock
compensation and beneficial conversion features.

 The Company respectfully submits the below additional information to assist the
Staff in its review of the Company’s position with respect to its determination of the fair value of its common stock underlying its outstanding equity awards and the

Cooley LLP    One Freedom Square    Reston Town Center    11951 Freedom
Drive    Reston, VA    20190-5656

 t: (703) 456-8000 f: (703)
456-8100 cooley.com

 May 29, 2018

 Page Two

reasons for the differences between the recent valuation of its common stock and the estimated offering price for its initial public offering (“IPO”).

Preliminary IPO Price Range

 The
Company advises the Staff that it preliminarily estimates a price range of approximately $[***] per share to $[***] per share (the “Price Range”) for its IPO, before giving effect to an anticipated reverse stock split. This
range implies a pre-money valuation for the Company of $[***] to $[***].

 As is typical in IPOs,
the Price Range was not derived using a formal determination of fair value, but was determined by negotiations between the Company and the underwriters. Among the factors that were considered in setting the Price Range were the following:

•

the general conditions of the securities market and the recent market prices of, and the demand for, publicly traded common stock of comparable companies;

•

the Company’s financial condition and prospects;

•

estimates of business potential and earnings prospects for the Company and the industry in which it operates;

•

recent performance of IPOs of companies in the biotechnology sector;

•

business developments impacting the Company; and

•

input received from the lead underwriters, including discussions that took place with senior management of the Company and its board of directors (the “Board”).

The Price Range does not take into account the current lack of liquidity for the Company’s common stock and assumes a successful IPO with
no weighting attributed to any other outcome for the Company’s business, such as remaining a privately held company or being sold in an acquisition transaction.

The Company expects to include the Price Range in an amendment to the Registration Statement that will shortly precede the commencement of the
Company’s road show. However, due to the recent volatility in the financial markets and the volatilities evident in the market for recent IPO issuers, the Price Range of the common stock may change. The Company confirms to the Staff that in
accordance with Item 501(b)(3) of Regulation S-K and CD&I 134.04, the Price Range will be no more than $2.00, if the maximum price is $10.00 per share or less, or 20%, if the maximum price is greater than
$10.00 per share. The parameters of the Price Range will be subject to then-current market conditions, continuing discussions with the underwriters and any business developments impacting the Company.

Summary of Recent Equity Awards

The Company is providing the following supplemental information to the Staff to facilitate its review process. Since January 1, 2018, the
Company has issued the following equity awards to its employees, consultants and members of its Board, all in the form of stock option grants:

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LLP    One Freedom Square    Reston Town Center    11951 Freedom Drive    Reston, VA    20190-5656

t: (703) 456-8000 f: (703) 456-8100 cooley.com

 May 29, 2018

 Page Three

 Grant Date

Number of
Shares
Underlying
Options

Exercise
Price per
Share

Common Stock
Fair Value
Per Share on
Grant Date

 February 12, 2018

1,506,476

$
3.80

$
3.80

 February 26, 2018

195,000

$
4.00

$
4.00

 March 5, 2018

125,000

$
4.00

$
4.00

 April 4, 2018

150,000

$
5.09

$
5.09

 Historical Determinations of Fair Value of Common Stock

As there has been no public market for the Company’s common stock to date, the estimated fair value of its common stock has been
determined by the Board, as of the date of each option grant, with input from management, considering the Company’s most recent arm’s-length sales of its common stock and preferred stock and
third-party valuation of its common stock as well as the Board’s assessment of additional objective and subjective factors that the Board believed were relevant and which may have changed from the date of the most recent sale of common stock or
third-party valuation through the date of the grant. The Board considered various objective and subjective factors to determine the fair value of the common stock as of each grant date, including:

•

the prices at which the Company sold preferred stock and the superior rights and preferences of the preferred stock relative to the common stock at the time of each grant;

•

the progress of the Company’s research and development programs, including the status of preclinical studies and clinical trials for its product candidates;

•

the Company’s stage of development and its business strategy;

•

external market conditions affecting the biotechnology industry, and trends within the biotechnology industry;

•

the Company’s financial position, including cash on hand, and its historical and forecasted performance and operating results;

•

the lack of an active public market for the common stock and preferred stock;

•

the likelihood of achieving a liquidity event, such as an IPO, in light of prevailing market conditions;

•

the Company’s IPO timeline and readiness process and related activities; and

•

the analysis of IPOs and the market performance of similar companies in the biotechnology industry.

In the course of granting stock options and preparing for its IPO, the Company obtained third-party valuations of its common stock as of
February 12, 2018, March 5, 2018 and March 31, 2018. The third-party valuations resulted in valuations of the Company’s common stock of:

•

$3.80 per share as of February 12, 2018;

•

$4.00 per share as of March 5, 2018; and

•

$5.09 per share as of March 31, 2018.

 Cooley
LLP    One Freedom Square    Reston Town Center    11951 Freedom Drive    Reston, VA    20190-5656

t: (703) 456-8000 f: (703) 456-8100 cooley.com

 May 29, 2018

 Page Four

 On February 12, 2018, the Company awarded options to purchase an aggregate of 1,506,476
shares of common stock (the “February 12th Awards”). Between February 26, 2018 and March 5, 2018, the Company awarded options to
purchase an aggregate of 320,000 shares of common stock (the “February 26th and March
5th Awards”). On April 4, 2018, the Company awarded options to purchase an additional 150,000 shares of common stock (the “April
4th Awards”). As of each award date, the Company’s Board established the per-share exercise prices of these
awards as the greater of: (i) the most recent valuation of the Company’s common stock (which was as of December 31, 2017) received and approved by the Board; and (ii) the valuation of the common stock as of the respective award
dates, which were subject to subsequent determination by the Board based, in part, on third-party valuations to be received after the award dates. On March 28, 2018, upon receiving the third-party valuation as of February 12, 2018, the
Board approved a valuation of the common stock as of the award date of the February 12th Awards of $3.80 per share based, in part, on the third-party valuation of the Company’s common stock performed as of February 12, 2018. Upon receiving
additional third-party valuations, on April 24, 2018, the Board approved valuations of the common stock as of the award dates of the February 26th and March 5th Awards and the April 4th Awards of $4.00 per share and $5.09 per share,
respectively, based, in part, on third-party valuations of the Company’s common stock performed as of March 5, 2018 and March 31, 2018 (the “March 31, 2018 Valuation”),
respectively.

 The third-party valuations described above were performed in accordance with the guidance outlined in the American
Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation.

In order to determine the estimated fair value of the shares of common stock, the Company and the third-party valuation firm utilized the
hybrid method, which used market approaches to estimate the Company’s enterprise value. The hybrid method is a probability-weighted expected return method, where the equity value in one or more of the scenarios is calculated using an
option-pricing method (the “OPM”).

 Summary

The Company believes that the primary differences between the per share value determined in the March 31, 2018 Valuation and the
estimated Price Range are a result of the following:

1.
The Price Range assumes a successful IPO, with no weighting attributed to any other outcome for the Company’s business, such as remaining a privately held company. In contrast, the March 31, 2018 Valuation
included three IPO scenarios, which were weighted at an aggregate probability of [***]%, as well as a stay-private scenario, which was weighted at [***]% (and the probability that the Company would be sold in an acquisition transaction was weighted
at [***]%). In the March 31, 2018 Valuation, the three IPO scenarios analyzed a “low” IPO pre-money valuation ($[***]), which was weighted at [***]%, a “mid” IPO pre-money valuation ($[***]), which was weighted at [***]%, and a “high” IPO pre-money valuation ($[***]), which was weighted at [***]%. The IPO scenarios within the
March 31, 2018 Valuation yielded a valuation range of the Company’s common stock of $[***] per share in the low IPO scenario to $[***] per share in the high IPO scenario, prior to the application of a discount for lack of marketability of
[***]%. The Price Range necessarily assumes that the IPO has occurred and that a public market for the Company’s common stock has been created, and, therefore, excludes any discount for lack of marketability of the Company’s common stock,
which was appropriately taken into account in the March 31, 2018 Valuation. If the Company had applied a weighting of 100% to the IPO scenarios (based on a probability weighting of the three IPO scenarios), the fair value of the Company’s
common stock in the March 31, 2018 Valuation would have been $[***] per share (before giving effect to any discount for lack of marketability).

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LLP    One Freedom Square    Reston Town Center    11951 Freedom Drive    Reston, VA    20190-5656

t: (703) 456-8000 f: (703) 456-8100 cooley.com

 May 29, 2018

 Page Five

2.
The March 31, 2018 Valuation used a share count for the denominator that included the Company’s full available stock option pool. In contrast, in calculating the preliminary Price Range, the Company, in
consultation with the underwriters, used the treasury stock method for counting stock options, which resulted in a slightly smaller denominator.

3.
In the stay-private scenario within the March 31, 2018 Valuation, which was weighted at [***]%, in part reflecting the extreme recent volatility and unpredictability of U.S. capital markets in general and in the
market for life science company IPOs in particular, the Company took into account the significant liquidation preferences attributable to the shares of the Company’s outstanding preferred stock in preference to the common stock. Using the OPM,
the Company estimated that the fair value of its common stock would only be $[***] per share in this stay-private scenario. In the stay-private scenario, the Company assumed a discount for lack of marketability of [***]%.

4.
Between the time of the March 31, 2018 Valuation and the date hereof, the Company appointed three new Board members, two of whom are independent, further establishing a leadership team that will be in compliance
with the requirements of the Commission and the Nasdaq Global Market.

5.
Between the time of the March 31, 2018 Valuation and the date hereof, the Company received additional positive interim data from its Phase 2 clinical trial, referred to as the Innovate Trial, in which the Company
is evaluating VP-102 for the treatment of molluscum contagiosum.

6.
The enterprise value in the March 31, 2018 Valuation did not reflect any input received from the underwriters, including discussions that took place with senior management of the Company and the Board.

7.
The Price Range represents a future price for shares of common stock that, if issued in the Company’s IPO, would be immediately freely tradable in a public market, whereas the estimated fair value of the common
stock as of the March 31, 2018 Valuation represents a contemporaneous estimate of the fair value of the shares that were then illiquid, might never become liquid, might be for common stock that is never publicly traded and, even if an IPO were
to be successfully completed, would remain illiquid at least until the expiration of the 180-day lockup period following the IPO.

Based on the Price Range provided above, the current status of the financial markets and continued uncertainty as to whether the Company will
be able to complete its planned IPO within the Price Range, or at all, the Company believes that the fair value of its common stock indicated in the March 31, 2018 Valuation is consistent with the Company’s and the underwriters’
preliminary estimates.

 As such, the Company respectfully submits that the per share grant date fair values, as set forth in the table
above, which will be used as the basis for determining the stock-based compensation in connection with its stock option

April 26, 2018
Ted White
Chief Executive Officer and President
Verrica Pharmaceuticals Inc.
200 Garrett Street, Suite S
Charlottesville, VA 22902
Re:Verrica Pharmaceuticals Inc.
Draft Registration Statement on Form S-1
Submitted March 30, 2018
CIK No. 0001660334
Dear Mr. White:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted on March 30, 2018
Prospectus Summary
Overview, page 1
1.We note that entities affiliated with PBM VP Holdings, LLC beneficially own 58.4% of
your shares, three of your five directors are affiliated with PBM Capital Group, LLC and
PBM Capital Group, LLC provides scientific and technical, accounting, operations and
back office support services to you.  Please provide disclosure in the prospectus summary
about your relationship with PBM Capital.

 FirstName LastNameTed White
 Comapany NameVerrica Pharmaceuticals Inc.
 June 16, 2017 Page 2
 FirstName LastNameTed White
Verrica Pharmaceuticals Inc.
April 26, 2018
Page 2

2.We note your disclosure that that VP-102 has the potential for its active pharmaceutical
ingredient to be characterized as a new chemical entity, or NCE, with the regulatory
exclusivity associated with that designation. To place your disclosure in appropriate
context, please expand your disclosure to describe the length and scope of regulatory
exclusivity that VP-102's active pharmaceutical ingredient will qualify for upon NCE
designation, and to disclose that the composition of matter for the chemical structure of
cantharidin is not eligible for patent protection, as referenced on page 39.
VP-103 for the Treatment of Plantar Warts, page 3
3.We note your disclosure that you expect to be able to substantially leverage your
experience with VP-102 to develop VP-103 for the treatment of plantar warts. You also
indicate in your pipeline development chart that you have completed Phase 1 development
of VP-103. Please revise your disclosure to clarify whether you expect to be able to rely
on the Phase 1 data collected to date for VP-103 such that if your IND is approved, you
will be able to commence Phase 2 clinical trials. If this is not the case, please revise the
arrow in your pipeline development chart accordingly.
Risks Associated with our Business, page 4
4.Please expand the risk factor in the seventh bullet point to highlight the difficulty of
successfully establishing coverage and adequate reimbursement for your product
candidates as a result of the higher prices associated with drugs administered under the
supervision of a physician and the risk that separate coverage or reimbursement may not
be available for your product candidates. Please also revise the ninth bullet point in this
section to specify that you do not own any issued patents.
Implications of Being an Emerging Growth Company, page 5
5.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
Use of Proceeds, page 62
6.It appears from your disclosure that the proceeds from the offering will not be sufficient to
fund development of your product candidates other than VP-102 for the treatment of
molloscum through regulatory approval and commercialization.  Please indicate how far
the proceeds from the offering will allow you to proceed with the continued development
of each of your product candidates.  Please also disclose the sources of other funds needed
to reach regulatory approval and commercialization for each product candidate.  Refer to
Instruction 3 to Item 504 of Regulation S-K.

 FirstName LastNameTed White
 Comapany NameVerrica Pharmaceuticals Inc.
 June 16, 2017 Page 3
 FirstName LastNameTed White
Verrica Pharmaceuticals Inc.
April 26, 2018
Page 3
Selected Financial Data, page 68
7.Please revise your pro forma net loss per share calculations so that only the latest fiscal
year is presented, here and elsewhere, as applicable.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies
Stock-Based Compensation, page 75
8.Once you have an estimated offering price or range, please explain to us the reasons for
any differences between the recent valuations of your common stock leading up to the
initial public offer and the estimated offering price. This information will help facilitate
our review of your accounting for equity issuances including stock compensation and
beneficial conversion features.
Business
Phase 2 Clinical Trial -- Pilot Trial, page 88
9.We note your disclosure on page 89 that you believe the results of your Pilot Trial support
your conclusion that your proprietary cantharidin formulation had comparable evidence of
efficacy and safety in the trial to that of historically used compounded formulations of
cantharidin when both are applied using a wooden part of a cotton-tipped swab.  Please
revise your disclosure to provide data regarding the efficacy and safety of historically used
compounded formulations of cantharidin to support this statement.
Manufacturing, page 91
10.We note your disclosure on page 32 that you currently rely on a supplier based in the
People's Republic of China to supply naturally-sourced cantharidin and that there are no
assurances you would be able to enter into a similar contractual arrangement for naturally-
sourced cantharidin.  Please expand your disclosure on page 32 and in this section to
provide the name of the supplier and the material terms of your supply agreement.  In
addition, please file the agreement as an exhibit to your registration statement or explain
why you are not substantially dependent on the agreement.  Refer to Item 101(c)(1)(iii)
and Item 601(b)(10) of Regulation S-K.
Intellectual Property, page 93
11.Please expand your disclosure to include the foreign jurisdictions for which you have
made patent applications.
Report of Independent Public Accounting Firm, page F-2
12.Please have your auditors revise their report to include your shareholders as an addressee,
as required by PCAOB Auditing Standard 3101.

 FirstName LastNameTed White
 Comapany NameVerrica Pharmaceuticals Inc.
 June 16, 2017 Page 4
 FirstName LastName
Ted White
Verrica Pharmaceuticals Inc.
April 26, 2018
Page 4
General
13.Please provide us proofs of all graphics, visual, or photographic information you will
provide in the printed prospectus prior to its use, for example in a preliminary prospectus.
Please note that we may have comments regarding this material.
            You may contact Bonnie Baynes at (202) 551-4924 or Angela Connell at (202) 551-
3426 if you have questions regarding comments on the financial statements and related
matters.  Please contact Christine Westbrook at (202) 551-5019 or Irene Paik at (202) 551-
6553 with any other questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Divakar Gupta, Esq.